Full legal ownership is the most complete and comprehensive right over real estate consisting of title to the land, including all buildings and fixtures.
Other categories of property ownership are:
Other property rights include rights in form of easements or mortgages and charges.
Last modified 13 Mar 2025
Foreign companies and citizens generally need permission from the Danish Ministry of Justice to purchase real estate in Denmark. However, companies domiciled within the EU or the EEA can acquire real estate without permission, provided that the property is acquired to establish a business or provide services in Denmark.
As the restriction applies to direct acquisitions only, it can be avoided by establishing a Danish subsidiary company and acquiring the property through this legal entity.
In addition, foreign investors who intend to acquire a qualifying holding in a Danish company whose activities are or will be particularly sensitive must notify the Danish Business Authority (DBA) and await authorization for the investment prior to closing, cf. section 5(1) in the Danish Investment Screening Act (the “FDI Act”). The development, operation, etc. of eg a data centre will likely constitutes a particularly sensitive activity.
Similarly, establishment of a Danish subsidiary whose activities is or will be operating within one of the particularly sensitive sectors, or agreements with a Danish company or entity concerning one of the particularly sensitive sectors, is subject to mandatory authorization under the FDI Act. Land acquisitions are generally not comprised by the mandatory authorization scheme.
Last modified 13 Mar 2025
A property owner can grant an option or a pre-emption right to purchase the property on certain terms. There is no specific regulation in respect of such agreements; however, in order to be protected against third parties and creditors, the right must be registered in the Land Register. Municipalities and individuals may in some cases have registered a pre-emptive purchasing right or a right to repurchase properties at a certain time and specified price, if this has been agreed with the existing or prior owners of the properties.
Further, a mandatory tenants’ pre-emption right (tilbudspligt) exists with respect to transfer of certain residential properties according to which a landlord is obligated to offer the residential tenants to acquire the property (through establishment of cooperative association) at the same price and terms before selling to a third party.
The mandatory pre-emption right applies to properties that are not divided into owner-occupied flats and that comprises a minimum of six residential units in pure residential properties and a minimum of 13 residential units in mixed-use properties.
The rule also applies in case of an indirect sale by the transfer of the shares in the company owning the property, when the majority of votes in the company are transferred or the acquirer obtains the majority of votes in the company.
The mandatory pre-emption rights are fulfilled by offering the tenants the opportunity to acquire the real estate through a cooperative housing association on the same terms as any other buyer. The tenants’ time for acceptance must be at least 10 weeks (July not included).
Last modified 13 Mar 2025
An agreement for transfer of real estate is governed by the general principles of Danish contract law, and there are no formal requirements in order for such agreement to be legally binding.
Depending on the type of transaction/asset type, additional legislation may apply.
Last modified 13 Mar 2025
The Danish Land Registration Act, dated 30 September 2014, apply to the transfer of title to real estate and includes the formal requirements for registration for title in the Land Register.
The Consumer Protection in the Purchase of Real Estate Act, dated 22 September 2015, applies to purchase agreements where the real estate is primarily being used for residential purposes for the seller or where the real estate is mainly intended the buyer means to use the real estate primarily for residential purposes for the buyer. The law does not apply to undeveloped properties, properties where construction has begun but has not yet been completed or to real estate that is required to be used for agricultural purposes (unless the purchase agreement is conditional on the agricultural obligation being cancelled).
The Real Estate Agency Act, dated 24 February 2021, applies to commercial offer and sale of real estate, commercial procurement and the purchase and sale of real estate and other commercial advice regarding the sale of real estate when such activities are aimed at or conducted on behalf of consumers.
The Valuation of Real Estate Act, dated 8 December 2023, applies to public valuation of all real estate in Denmark.
Last modified 13 Mar 2025
In order to perfect the transfer of title, a conveyance must be registered in the Land Register, and such conveyance must include certain information, such as the purchase price or date of completion. The registration of title is merely an act of protection and not a validity requirement, however, it is a customary act when acquiring real estate as an asset deal.
The fee for registration of a conveyance for commercial properties is DKK1,850 plus 0.6% (2025) of the purchase price or the official property valuation, whichever is higher. This registration fee is usually paid by the buyer.
In the case of a change in ownership for certain companies in certain circumstances as part of a merger, demerger, reorganization or transfer of assets, the registration fee for transfer of the title is reduced to the fixed fee of DKK1,850 (2025).
Last modified 13 Mar 2025
Yes, and title documentation from the Land Register is considered a reliable. The Danish state is liable for faulty registrations and errors in the Land Register. As such, title insurance is not necessary in Denmark
Yes, it is customary to register a deed of conveyance in the Land Register to perfect the transfer of title. It is customary to regulate the transfer of title in the purchase agreement.
No. The Danish state is liable for faulty registrations and errors in the Land Register. As such, title insurance is not necessary in Denmark.
Last modified 13 Mar 2025
The steps involved in a real estate transaction in Denmark depends on the transaction type and parties involved.
In a structured sale or purchase process, the parties and relevant advisors may enter into a non-disclosure Agreement (NDA) and/or letter of intent (LOI), and the potential bBuyer may deliver a non-binding offer before initiating the due diligence process, however, it depends on the transaction and involved parties.
Based on the due diligence process and negotiations between the parties, a sale- and purchase agreement is formalised. Alternatively, a sale and purchase agreement may be entered into conditional upon the buyer’s satisfactory due diligence investigations.
The purchase agreement for a direct transfer of real estate is subject to negotiation between the parties , but the agreement is usually based uponon Danish market standards, which are set out in the agreement. The agreement usually includes certain information and details regarding the property, disclaimer of liability for defects (transfer 'as is”), the purchase price, description of the completion process and certain standard regulation.
Completion of the direct transfer of real estate is done by signing a digital conveyance and filling for registration with the Land Register. The purchase price will then be released to the seller once clear and final title has been registered.
The share purchase agreement is subject to negotiation between the parties, but the agreement is usually based on market standards with relevant amendments. Depending on the type of transaction, the agreement will usually include detailed regulation on calculation of the purchase price, warranties, agreed limitations of liability and the closing process.
Closing of the transfer will be set out in the share purchase agreement and will be completed by the exchange of all closing deliveries and signing of a closing memorandum.
Last modified 13 Mar 2025
Yes. The legal due diligence investigations in respect of an asset deal include general property matters such as title, easements and charges registered in the Land Register, planning and zoning, environmental information, permits, property taxes, owners’ associations, etc. together with a review of the lease agreements and lease matters relating to the property. In addition, technical due diligence will usually be completed to determine the physical state of the property and consequently the future needs and costs for maintenance. For development properties, the due diligence will extend to the basis for future developments, existing permits, construction contracts, etc. and thorough environmental investigations.
In respect of a share deal, the investigations for share deals will extend to a review of the company in question, including corporate matters, liabilities, accounting and financial information, tax and VAT matters, employment, and other matters as is usual when a company is acquired.
Last modified 13 Mar 2025
Generally, consents are not required, however, it may be necessary in special circumstances, eg a private individuals’ sale of a residential property used as the family residence may not be perfected without consent from the spouse.
Last modified 13 Mar 2025
An agreement for transfer of real estate is governed by the general principles of Danish contract law, and there are no formal requirements in order for such agreement to be legally binding.
The share purchase agreement is subject to negotiation between the parties, but the agreement is usually based on market standards with relevant amendments. Depending on the type of transaction, the agreement will usually include detailed regulation on calculation of the purchase price, warranties, agreed limitations of liability and the closing process.
Last modified 13 Mar 2025
The purchase agreement usually includes a limited catalogue of warranties and/or statement of facts, most of which are qualified by the seller’s knowledge. Unqualified warranties will generally be limited to fundamental matters such as title, encumbrances or pending disputes. Aside from these fundamental matters (subject to negotiation), the property is transferred 'as is,” and any warranties or statements of facts with respect to hidden defects, pollution, etc. will be qualified by the knowledge of the seller.
For share deals, the share purchase agreement will also include further unqualified warranties with respect to corporate matters, accounting, taxes and VAT, liabilities and employees. Most commonly, certain limitations will be agreed upon in respect of the seller’s liability for breach of warranties, e.g., de minimis amount, basket, cap and time limitation. Certain fundamental warranties such as ownership/ title, taxes and VAT will normally be exempt from the agreed limitations.
Last modified 13 Mar 2025
In the event of a significant defect, a buyer can claim compensation, demand the defect remedied at the expense of the seller, obtain a proportionate reduction in the purchase price or terminate the contract of sale with immediate effect.
Last modified 13 Mar 2025
An investor should always investigate the planning regulations. Planning regulations for land in Denmark comprise a Planning Act and municipal- and local plans.
The consolidated Planning Act, dated 29 May 2024, deals with the hierarchy of the planning system, in line with which local authorities address regional and municipal issues, and prepare municipal plans and more specific local plans for each area. Local plans must comply with municipal plans. All plans must ultimately comply with the Planning Act.
As a general rule, a local plan will cover a small area of an area within the municipality. Among other things, the local plan will include:
An investor should also check whether any contamination has been registered on the property under the Contaminated Soil Act, dated 27 March 2017.
Last modified 13 Mar 2025
In general, no. Under Danish law, the polluter pays principle is a fundamental environmental law concept meaning that the polluter is normally responsible for the pollution. The polluter is usually liable for 30 years.
Last modified 13 Mar 2025
Applicable planning regulations are sometimes registered as burdens in the Land Registry in relation to affected properties. Municipalities can change the planning regulations, but a change in local planning regulations will only apply to future decisions within a specific area.
Local and municipal plans are usually also available online at the homepage of the municipality in question.
Last modified 13 Mar 2025
It is unusual to enter into specific development agreements with public authorities to facilitate a project. If a developer wants to change the use of a property, they can cooperate with the municipal authority on the preparation of a new planning regulation for the specific area.
Last modified 13 Mar 2025
Yes. Expropriation is possible under Section 73 of the Danish Constitution. Expropriation of property must be in the public interest and full compensation is paid to the owner. Other rules relating to expropriation can be found in other Danish legislation primarily the Danish Expropriation Act.
Last modified 13 Mar 2025
Profit on the sale of investment property is taxed in the same way as capital gains in Denmark. For corporate owners (resident or non-resident) the tax rate is 22% in 2025. For individuals, capital gains are taxed at a rate of up to 42%, depending on total income.
Capital gains on residential property are not taxed if the seller has used the property for his own residential purposes.
The fee for the registration of a title document is DKK 1,850 plus 0.6% of the purchase price or the public land assessment value, whichever is higher. If the real estate is residential the fee will be calculated solely on the purchase price. The parties are free to agree on the sharing of costs. Agency fees in relation to residential properties are usually between two and four per cent of the trade value of the property. Agency fees in relation to commercial property vary greatly and depend on the nature of the property.
Furthermore, the sale and purchase of real estate is — as a general rule — not subject to VAT.
However, VAT at the rate of 25% will apply to the sale of land plots and new buildings, provided the sale is carried out as part of a business activity.
A building is considered new if it is sold prior to its first occupation, or if the first sale occurs less than five years after the date of completion. A building that has been rebuilt substantially within five years of the sale for an amount exceeding 25% of the official property value plus the value of the rebuilding or the purchase price, whichever is higher, is considered a new building. The sale of development properties with existing old buildings ripe for demolition may in some circumstances be regarded as the sale of a land plot.
Certain exceptions to a sale of land plots and new buildings being subject to VAT exist, including with respect to properties constructed and used solely for VAT-free rental purposes, land plots previously used for VAT-free purposes, and sales constituting a VAT-exempt transfer of business (eg if the seller is voluntarily registered for VAT on rental of the property and the buyer is to continue the VAT-liable rental activities).
VAT is paid by the seller, and the purchase agreement will (or should) always include regulation as to whether the purchase price is inclusive or exclusive of VAT and the seller must issue a valid invoice if the sale is subject to VAT, especially in situations where it is not clear if the tax authorities will regard the transfer as subject to VAT.
The buyer generally has the right to recover VAT charged by the seller if the buyer is a VAT taxpayer carrying out transactions subject to VAT provided the acquired real estate forms part of these activities.
Last modified 13 Mar 2025
When buying shares in the company owning real estate, the legal owner of the real estate remains the same, and the transaction is not taxed as a real estate (asset) transaction, and the sale of unlisted shares is generally tax exempt in Denmark.
Last modified 13 Mar 2025
Do mandatory pre-emption rights apply to the sale of real estate assets in this country?
A property owner can grant an option or a pre-emption right to purchase the property on certain terms. There is no specific regulation in respect of such agreements; however, in order to be protected against third parties and creditors, the right must be registered in the Land Register. Municipalities and individuals may in some cases have registered a pre-emptive purchasing right or a right to repurchase properties at a certain time and specified price, if this has been agreed with the existing or prior owners of the properties.
Further, a mandatory tenants’ pre-emption right (tilbudspligt) exists with respect to transfer of certain residential properties according to which a landlord is obligated to offer the residential tenants to acquire the property (through establishment of cooperative association) at the same price and terms before selling to a third party.
The mandatory pre-emption right applies to properties that are not divided into owner-occupied flats and that comprises a minimum of six residential units in pure residential properties and a minimum of 13 residential units in mixed-use properties.
The rule also applies in case of an indirect sale by the transfer of the shares in the company owning the property, when the majority of votes in the company are transferred or the acquirer obtains the majority of votes in the company.
The mandatory pre-emption rights are fulfilled by offering the tenants the opportunity to acquire the real estate through a cooperative housing association on the same terms as any other buyer. The tenants’ time for acceptance must be at least 10 weeks (July not included).
Last modified 13 Mar 2025